Business Contracts « Fuad El-Hibri Blog

Lebanese CEO Sees Opportunity in Current Crisis

October 15, 2009
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Daily Star

July 10, 2009

http://www.dailystar.com.lb/article.asp?edition_id=1&categ_id=3&article_id=104008

Chairman and CEO Fouad El Hibri insists that good business opportunities often arise in time of crisis, which he considers the best time for entrepreneurs to invest in new projects. “When the market is down, I believe that good opportunities arise and investors have better chances to find assets that are undervalued and able to provide wonderful returns in the future,” Hibri told The Daily Star.

“I see within any turmoil great opportunities,” he said.

Hibri, an American entrepreneur with Lebanese heritage, is the winner of Ernst & Young Entrepreneur of the Year 2009 Award in the Technology category in greater Washington. With great persistence and commitment,Hibri was able to successfully grow a pharmaceutical biotech facility that is worth hundreds of millions of dollars and was previously owned and run by the state of Michigan.

Posted in Business Contracts, BusinessWeek, DailyPress, El-Hibri Foundation, El-Hibri Fuad
Tags: academic, CEO, Crisis, Entrepreneur, Lebanese, Washington

Washington Launched Me, But I am Proud to be a Lebanese Dreaming of New Technology – Al Anwar

October 15, 2009
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By Nihad Tobalian

Lebanese businessman Fuad El-Hibri is the “Entrepreneur of the Year for 2009” for the Washington, DC area, and earned this award from Ernst & Young’s Global Technology Group, which is given to honor businessmen who lead nascent companies to growth in their specialized area of work. He earned this award for leading his American company, “Emergent BioSolutions,” which he transformed from a stumbling company into a pioneer company in the field of development of medical vaccines. What are the details of this award, and the types of vaccines that the 51-year-old El-Hibri has developed?

During a meeting with Anwar, businessman Fuad El-Hibri, who spends his annual vacation in Lebanon, said:

From this award, “Ernst & Young” is seeking major companies that apply quality standards of work and production and the ability to develop new products, against the contribution of these companies in the development and preservation of the community. What helped us as “Emergent BioSolutions” to win this award, specifically for the category of technology in the Washington metropolitan area, is our adherence to the requirement of the award, especially after the recent acquisition of the company, which was for sale for approximately $25 million, and which has 170 employees. Through expansion and development strategy, the price of the company rose to between 400 and 500 million dollars, according to the New York Stock Exchange, as the price per share has risen from six dollars ten years ago to 26 dollars, in addition to increasing the number of employees to 600 employees, which helped us to increase the volume of our business, especially since our approved strategy was also based on a policy of expansion through the acquisition of three money losing companies in the United States, Britain and Germany.

Overseeing Companies

“Ernst & Young,” explains businessman Fuad El-Hibri, “is a global financial company that exercises financial control over companies, and honors those who achieve their aspirations and consequently, their achievements in the creative and innovative areas in the field of technology. After that, a panel of judges selects a ‘Leading Businessman.’ Ernst &Young selected me as the pioneer businessman for 2009 in the field of technology, in my capacity as owner of the company ‘Emergent BioSolutions.’ And while I am proud of the award, I am also proud of every employee in the company, because they all, in addition to being loyal to the company, believe in what we do, and devote themselves to work, especially since the scope of our work requires protecting human life. It is true that the company has a business face, but the primary nature of our work is to protect human life through the development of vaccines that will provide them with immunity against disease. The motto with which we operate the commercial side does not negate the human aspect.”

Oxford University

● You spoke about the specialized vaccines that the company you own develop. What are these vaccines? And against which diseases do they work?

- We are currently working on the development of several new vaccines, including a vaccine for tuberculosis. We, in this regard, are working to develop a special vaccine for this disease, and I can say we are in the advanced stages of testing which we have conducted in South Africa, as we are in the second stage, Phase b, results of which have been encouraging. After two years of testing this vaccine on a sample of children to determine its potency, we have reached the stage of measuring the potency and immunity of the vaccine. If the tests are successful tests, then we will move on to Phase III of the trials to expand the tests to include the category of adults who provide material support for the companies developing the typhoid vaccine. We also receive support from the “Wellcome Trust,” while our partner in these trials is the University of Oxford in the United Kingdom.

The second vaccine—according to El-Hibri—is related to hepatitis B, which would, if successfully tested, provide immunity for patients with this disease. It would also provide a treatment for the chronic diseases resulting from hepatitis B. Businessman Fuad El-Hibri explains, “Patients who suffer from this disease often experience hepatitis B turning into a chronic disease, which may lead, in advanced stages, to liver cancer or liver failure for good. The vaccine, which we are currently developing, helps the patient’s body to protect itself against the disease in terms of reducing and limiting the progress of the disease and limiting its spread in the body. If I were to be optimistic, I would say that this vaccine could eliminate the disease completely, but today, I would say that if we were able to alleviate the pressure of this disease on the patient’s body, then we would have achieved a great result in this area, namely the prevention of the deterioration of the patient’s health. With respect to this vaccine, we have reached the second phase of testing which was conducted on a sample of citizens in China.

A New Medical Development

● What about the work on a vaccine for cancer, for which effective medical treatments have not been found?

- We are working on a number of vaccines for multiple diseases, including for example, work on the development of a vaccine to increase the effectiveness of an old vaccine. For example, there is an effective vaccine for typhoid, but we are working to develop a single dose vaccine, to be administered orally, not with a needle. As for internal diseases, such as internal inflammations for example, we have two technical working groups at the company studying the possibility of trying to find volunteers to receive these vaccines. However, I think it is premature to talk about this vaccine, because we are still in the early stages of the work, and specifically, we are still at the exploration stage. However, in this connection, if we were to look at this issue from a scientific point of view, vaccines are the most advanced in the pharmaceutical industry. Biological studies have shown that vaccines, and immunity enhancement and vaccination are more mature in biological research than they are in the pharmaceutical industry.

● Those who are familiar with your curriculum vitae will find that you specialize in economics. What led you to work in the medical treatment field?
- By nature, I love to work on the development of medical treatments. True, I specialized in economics, where I got a diploma from Stanford University and then an advanced degree in business from Yale University, then worked as head of the Operations Department at Citibank Group and then in Hamilton, and both were of consulting nature that encompass different industries, from the financial industry to beverages to research management. After that, I moved to work for consulting firm Booz Allen Hamilton, but above all I love to work on the development of medical treatments, even though I do not have any scientific background in the field of medicine. However, the nature of my work in these institutions and companies helped me to get into this area. In addition, I was lucky to have a wonderful team that helped me and taught me, because the working group has a scientific background and its members are dreamers like me. They have taught me and helped me to penetrate this field.

Posted in Business Contracts, BusinessWeek, Chief executive officer, El-Hibri Foundation, El-Hibri Fuad, Emergent
Tags: Anthrax vaccines, award, businessman, Lebanese, Technology

Fuad El-Hibri Sample Business Contracts

June 14, 2009
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Fuad El-Hibri Sample Business Contracts

Fuad El-Hibri

August 9, 2006

Dear Fuad:

After careful consideration, Emergent BioSolutions Inc. (the “Company”) has decided to implement a Severance and Termination Protection Program (the “Program”) to recognize the valuable services that certain employees have provided, and will continue to provide, to the Company and its affiliates. You are eligible to participate in the Program, provided that you make the agreements and acknowledgements set forth below, including that (1) all offer letters and employment agreements between you and the Company (and/or its affiliates), including any amendments, are terminated and (2) you will comply with the terms and conditions set forth in Exhibit I hereto, as amended. Any indemnification agreement, stock option agreement, shareholder agreement, confidentiality obligations, and invention assignment agreements that you may have with the Company or its affiliates are not affected by this letter or by your participation in the Program and remain in full force and effect.

You have received a summary of the Program and a full copy of the Program itself. Please review the Program details carefully. If you elect to become a participant in the Program, please sign below and return the signed copy to Paula Lazarich, Vice President, Human Resources, no later than Friday, August 11, 2006. Please contact Paula at 301-944-0180 or me at 301-944-0107 if you have any questions.

Sincerely,

/s/ Daniel Abdun-Nabi

Daniel Abdun-Nabi
Senior Vice President, Corporate Affairs
General Counsel

As of the date set forth below, I acknowledge and agree that:

(1) I am electing to become a participant in, and to be subject to the terms and conditions of, the Program; and

(2) All offer letters and employment agreements between the Company and/or its affiliates and me are hereby terminated, and, as a result:

a. I have no employment contract (oral or written) with the Company or its affiliates governing the terms and conditions of my employment;

b. I am an at-will employee, and my employer or I may terminate my employment at any time for any reason or for no reason;

c. My compensation is not governed by an employment agreement with the Company or its affiliates but, instead, is governed by my employer’s general benefit plans, as they may be amended from time to time, unless the Company notifies me otherwise in writing;

d. the Company and its affiliates have no liability or obligations to me under my terminated employment agreement(s); and

(3) I will comply with the terms and conditions of Exhibit I hereto, as amended, including the non-compete and non-solicitation provisions.

/s/ Fuad El-Hibri 8/9/06

Fuad El-Hibri Dated

Mr. El-Hibri
August 9, 2006
Page 2

EXHIBIT I

(1) Nonsolicitation; Noncompete. I agree that, during my employment by the Company or any Affiliate (each as defined in the Program) and for a period of eighteen (18) consecutive months after my employment ceases for any reason, I shall not, directly or indirectly,

(i) either alone or in association with others, (A) induce, counsel, advise, solicit or encourage, or attempt to induce, counsel, advise, solicit or encourage any employee to leave the employ of the Company, or any of its Affiliates, or accept employment with any other person or entity, (B) induce counsel, advise, solicit or encourage, or attempt to induce, counsel, advise, solicit or encourage any person who at the time of such inducement, counseling, advice, solicitation or encouragement had left the employ of the Company, or any of its Affiliates, within the previous six (6) months to accept employment with any person or entity besides the Company, or any of its Affiliates, or hire or engage such person as an independent contractor, or (C) solicit, interfere with, or endeavor to cause any customer, client, or business partner of the Company, or any of its Affiliates, to cease or reduce its relationship with the Company, or any of its Affiliates, or induce or attempt to induce any such customer, client, or business partner to breach any agreement that such customer, client, or business partner may have with the Company, or any of its Affiliates; and

(ii) whether or not for compensation, and whether or not as an employee, be engaged in or have a financial interest in any business, competing with the business of the Company or of any Affiliate within any state, region or locality in which the Company or such Affiliate is then doing business or marketing products, as the business of the Company or such Affiliates may then be constituted. With respect to this sub-section, however, it is understood and agreed that a business is not competing with the business of the Company or any Affiliate if (A) my duties with respect to such business relate solely to discrete business units that do not compete with the business of the Company or any Affiliate; or (B) the competitive activity is limited to geographical markets or products in which the Company or Affiliate was not engaged (whether by manufacture, distribution, sale, or development for manufacture, distribution, or sale) during the two (2) years immediately preceding my ceasing to be employed by the Company.

(2) Miscellaneous. (i) If any restriction in this Exhibit is found by a court of competent jurisdiction to be unenforceable because it extends for too long a period or covers too great a range of activities or in too broad a geographic area, it shall be interpreted to be effective to the extent it is enforceable. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision of this Exhibit.

(ii) I acknowledge the restrictions contained in this Exhibit are reasonable and necessary for the protection of the business and goodwill of the Company. I agree that any breach or threatened breach of this Exhibit will cause the Company substantial and irrevocable damage that is difficult to measure and that a remedy at law is not adequate. In the event of breach or threatened breach, I agree that the Company, in addition to other available remedies, shall have the right to seek specific performance and injunctive relief without posting a bond.

(iii) This Exhibit supersedes all prior agreements, written or oral, between the Company and me relating to the subject matter of Section 1, including any provisions in the Program, and shall apply irrespective of the reason my employment ends.

Mr. El-Hibri
August 9, 2006
Page 3

(v) No delay or omission by the Company in exercising any right under this Exhibit will operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.

(vi) This Exhibit shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, including any corporation or entity with which or into which the Company may be merged or that may succeed to all or substantially all of its assets or business.

(vii) This Exhibit may not be modified, changed or discharged in whole or in part, except by an agreement in writing signed by the Company and me. This Exhibit shall be governed by and construed as a sealed instrument under and in accordance with the laws of the State of Delaware without regard to conflicts of law provisions.

Mr. El-Hibri
August 9, 2006
Page 4

Amendment to Exhibit I

Notwithstanding anything to the contrary in Exhibit I to the August 9, 2006 Letter from Emergent BioSolutions Inc. (the “Company”) to Fuad El-Hibri, Mr. El-Hibri and the Company hereby acknowledge and agree as follows:

1. The Company acknowledges that Mr. El-Hibri is a member of the board of trustees of American University, a member of the board of directors of the International BioMedical Research Alliance, and director and treasurer of the El-Hibri Charitable Foundation; that Mr. El-Hibri also serves as a director and/or officer of Digicel Holdings, Ltd., Telectronics, Inc., East West Resources Corporation, Intervac LLC, and Intervac Management LLC; and that Mr. El-Hibri manages certain of his own personal investments, including real estate holding companies. The Company agrees that Mr. El-Hibri’s service in such capacities has not interfered with his ability to perform his duties to the Company and, assuming continued service in such capacities at levels of time and attention comparable to those that Mr. El-Hibri has provided to such entities within the preceding twelve months, would not violate Exhibit I or interfere with Mr. El-Hibri’s ability to perform his duties to the Company.

2. It shall not be a violation of Exhibit I for Mr. El-Hibri to pursue any business transaction or opportunity where such transaction or opportunity was first presented (i) to Mr. El-Hibri in his capacity as an officer or director of the entities identified in Paragraph 1, above or (ii) to the Company, and the Board of Directors of the Company declined to pursue such transaction or opportunity.

3. With respect to Mauro Gibellini, Jose Ochoa, and Kerry Kisling, three employees who, at Mr. El-Hibri’s invitation, left their employment with East West Resources Corporation (EWR) to accept employment with the Company, it shall not be a violation of Exhibit I for Mr. El-Hibri to induce, counsel, advise, solicit or encourage, or attempt to induce, counsel, advise, solicit or encourage those employees to return to employment with EWR.

/s/ Fuad El-Hibri
8/9/06

Fuad El-Hibri
Date

Acknowledged and Agreed:

Emergent BioSolutions Inc.

By:
/s/ Daniel Abdun-Nabi 8/9/06

Name:
Daniel Abdun-Nabi Date

Title:
Senior Vice President, Corporate Affairs

General Counsel

Posted in Business Contracts, El-Hibri Fuad, Emergent BioDefense, Emergent BioSolutions, Emergent BioSolutions Inc, Ernst & Young, Ernst & Young Entrepreneur of the Year, Fuad El-Hibri, Sample Business Contracts
Tags: Business, Company, Contract, Emergent BioSolutions, Employment, Human Resources, Non-compete clause, United States, Vice president

(1)		I am electing to become a participant in, and to be subject to the terms and conditions of, the Program; and

(2)		All offer letters and employment agreements between the Company and/or its affiliates and me are hereby terminated, and, as a result:

	a.		I have no employment contract (oral or written) with the Company or its affiliates governing the terms and conditions of my employment;

	b.		I am an at-will employee, and my employer or I may terminate my employment at any time for any reason or for no reason;

	c.		My compensation is not governed by an employment agreement with the Company or its affiliates but, instead, is governed by my employer’s general benefit plans, as they may be amended from time to time, unless the Company notifies me otherwise in writing;

	d.		the Company and its affiliates have no liability or obligations to me under my terminated employment agreement(s); and

	1.		The Company acknowledges that Mr. El-Hibri is a member of the board of trustees of American University, a member of the board of directors of the International BioMedical Research Alliance, and director and treasurer of the El-Hibri Charitable Foundation; that Mr. El-Hibri also serves as a director and/or officer of Digicel Holdings, Ltd., Telectronics, Inc., East West Resources Corporation, Intervac LLC, and Intervac Management LLC; and that Mr. El-Hibri manages certain of his own personal investments, including real estate holding companies. The Company agrees that Mr. El-Hibri’s service in such capacities has not interfered with his ability to perform his duties to the Company and, assuming continued service in such capacities at levels of time and attention comparable to those that Mr. El-Hibri has provided to such entities within the preceding twelve months, would not violate Exhibit I or interfere with Mr. El-Hibri’s ability to perform his duties to the Company.

	2.		It shall not be a violation of Exhibit I for Mr. El-Hibri to pursue any business transaction or opportunity where such transaction or opportunity was first presented (i) to Mr. El-Hibri in his capacity as an officer or director of the entities identified in Paragraph 1, above or (ii) to the Company, and the Board of Directors of the Company declined to pursue such transaction or opportunity.

	3.		With respect to Mauro Gibellini, Jose Ochoa, and Kerry Kisling, three employees who, at Mr. El-Hibri’s invitation, left their employment with East West Resources Corporation (EWR) to accept employment with the Company, it shall not be a violation of Exhibit I for Mr. El-Hibri to induce, counsel, advise, solicit or encourage, or attempt to induce, counsel, advise, solicit or encourage those employees to return to employment with EWR.


By:	/s/ Daniel Abdun-Nabi	8/9/06
Name:	Daniel Abdun-Nabi	Date
Title:	Senior Vice President, Corporate Affairs